SEC Division of Investment Management staff letter: Hercules Capital, Inc.

Dechert
LLP
May 11, 2020
Paul G. Cellupica, Esq.
Deputy Director and Chief Counsel
Division of Investment Management
U.S. Securities and Exchange Commission
I 00 F Street, N .E.
Washington, DC 20549
Re: Hercules Capital, Inc.
Dear Mr. Cellupica:
1900 K Street, NW
Washington, DC 20006-111 o
+1 202 261 3300 Main
+1 202 261 3333 Fax www.dechert.com
WILLIAM J. BIELEFELD william.bielefeld@dechert.com

• 1 202 261 3386 Direct
  +1 202 261 3333 Fax
  We write on behalf of Hercules Capital, Inc. (the "Company"), a Maryland corporation and an internally managed, non-diversified, closed-end investment company that has elected to be regulated as a business development company ("BDC") under the Investment Company Act of 1940, as amended (the" 1940 Act"), to request assurance that the staff of the Division oflnvestment Management (the "Staff'') will not recommend enforcement action to the Securities and Exchange Commission (the "Commission" or "SEC") under Section 12(d)(3) of the 1940 Act, made applicable to BDCs by Section 60 of the 1940 Act, if the Company organizes and acquires the securities of Adviser Sub LLC, 1 an entity that would be a direct or indirect wholly-owned subsidiary of the Company, organized as a Delaware limited liability company, and that intends to operate as an investment adviser (the "Adviser Sub"), and registers Adviser Sub with the SEC as an investment adviser under the Investment Advisers Act of 1940, as amended ("Advisers Act").
  I. Background
  On February 22, 2005, the Company filed with the Commission its initial registration statement on Fonn N-2 under the Securities Act of 1933, as amended, in connection with its initial public offering of common stock and the Company's common stock began trading on June 9, 2005. The Company's investment objective is to maximize its portfolio's total return by generating current income from debt investments and capital appreciation from warrant and equity-related investments. The Company is focused on providing senior secured loans to high-growth, innovative venture capital-backed companies in a variety of technology, life sciences, and Adviser Sub LLC has not yet been formed, and does not intend to otherwise commence operations unless and until the relief requested herein has been granted. As a result, the legal name of the Adviser Sub is subject to change. 24525702.19